**Exhibit 10.1**

 

INCREMENTAL FACILITYAMENDMENT

 

To:                              Credit Suisse, asAdministrative Agent under the Credit Agreement referred to below

 

Dated:             November 1, 2005

 

Reference ishereby made to the Credit Agreement dated as of July 19, 2005 (as amended,amended and restated, supplemented or otherwise modified from time to time, the“Credit Agreement”), among SAFETY PRODUCTS HOLDINGS, INC., a Delawarecorporation, as a Guarantor, SPH ACQUISITION LLC, a Delaware limited liabilitycompany (now known as NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited liabilitycompany (the “Parent Borrower”)), NORTH SAFETY PRODUCTS INC., a Delawarecorporation, and MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited company(the “U.S. Subsidiary Borrowers”) (the U.S. Subsidiary Borrowers togetherwith the Parent Borrower being collectively referred to as the “U.S.Borrowers”), NORTH SAFETY PRODUCTS LTD., a company organized and existingunder the laws of Canada (“the Canadian Borrower”) (the CanadianBorrower, together with the U.S. Borrowers, being collectively referred to asthe “Borrowers”), the several banks and other financial institutions orentities from time to time parties to this Agreement which extend a Commitmentto the U.S. Borrowers (the “U.S. Lenders”), the several banks and otherfinancial institutions or entities from time to time parties to this Agreementwhich extend a Commitment to the Canadian Borrower (the “Canadian Lenders”and, together with the U.S. Lenders, the “Lenders”), GMAC COMMERCIALFINANCE LLC, LASALLE BANK NATIONAL ASSOCIATION and US BANK NATIONALASSOCIATION, as documentation agents (in such capacity, the “DocumentationAgents”), BANK OF AMERICA, N.A., as syndication agent (in such capacity,the “Syndication Agent”), CREDIT SUISSE, as administrative agent (insuch capacity, the “Administrative Agent”) and CREDIT SUISSE, TORONTOBRANCH, as Canadian agent (in such capacity, the “Canadian Agent”).  Terms used herein without definition shallhave the meanings assigned to such terms in the Credit Agreement.

 

WHEREAS,pursuant to Section 2.25 of the Credit Agreement, Borrower may from timeto time request incremental Term Loans and related incremental Term Commitmentsin an aggregate amount not to exceed $100,000,000, subject to the terms andconditions set forth therein;

 

WHEREAS, CreditSuisse and the other Lenders listed on the signature pages hereto (the “IncreasingLenders”) have agreed, subject to the terms and conditions set forth hereinand in the Credit Agreement, to make an incremental Term Loan (the “IncrementalTerm Loan”) and provide a related incremental Term Commitment (the “IncrementalTerm Commitment”) to Borrower in an amount of $65,000,000, the proceeds ofwhich will be used to acquire all of the equity interests of The Fibre-MetalProducts Company (“FMP”) (the “Acquisition”) pursuant to apurchase and sale agreement entered into between FMP and the Parent Borrowerdated September 29, 2005 and to pay the costs and expenses related thereto;and

 

WHEREAS,pursuant to Section 2.25 of the Credit Agreement, amendments to the CreditAgreement that are required to give effect to increases in the Term Loans shallonly require the consent of the Parent Borrower and the Administrative Agent.

 

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NOW,THEREFORE:

 

# SECTION 1.           IncrementalAmendment.

#  

## (a)           Thisamendment (this “Incremental Facility Amendment”) is an amendmentincreasing the Term Loans referred to in Section 2.25 of the CreditAgreement, and Parent Borrower and the Increasing Lenders hereby agree and notifyyou that:

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### (i)            thetotal Incremental Term Commitment of the Increasing Lenders is $65,000,000; and

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### (ii)           subjectto the satisfaction of the conditions to Borrowing under Section 5.2 ofthe Credit Agreement and to the satisfaction of the conditions set forth inclauses (A) through (C) below, the funding of the IncrementalTerm Loan will occur in one drawing upon the Parent Borrower’s request inaccordance with Sections 2.1 and 5.2 of the Credit Agreement (provided that theClosing Date shall be the date hereof).  Inthe event that all or any portion of the Incremental Term Loan is not borrowedon or before the date hereof, the unborrowed portion of the Incremental TermCommitment shall automatically terminate on such date unless the IncreasingLenders shall agree to an extension.

###  

#### (A)          noEvent of Default shall have occurred and be continuing or occur as a result ofthe Incremental Term Loan;

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#### (B)           theproceeds of the Incremental Term Loans will be used solely for PermittedAcquisitions and the costs and expenses related thereto;

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#### (C)           ona pro forma basis, after giving effect to the making of the Incremental TermLoan and the use of proceeds, the Consolidated Senior Leverage Ratio does notexceed 3.25 to 1.00;

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#### (D)          ona pro forma basis (as set forth in the definition of the term “PermittedAcquisition” in the Credit Agreement), the Borrowers are in compliance withSection 7.1 of the Credit Agreement; and

####  

#### (E)           ParentBorrower shall have delivered to the Administrative Agent and IncreasingLenders an officer’s certificate, dated the date of borrowing, certifyingsatisfaction of the requirements of Section 2.25(a) of the CreditAgreement, including as described in clauses (A), (B), (C) and (D) above.

####  

## (b)           Eachof the Increasing Lenders and the Parent Borrower hereby agree that theIncremental Term Loan made pursuant to this Incremental Facility Amendment willbe a Term Loan and any Lender with an outstanding Incremental Term Loan will bea Term Lender, in each case for any and all purposes under the Credit Agreementand (A) shall rank paripassu in right of payment and rightof security in respect of the Collateral with the existing Term Loans and (B) shallhave the same terms as Term Loans existing immediately prior to theeffectiveness of this Incremental Facility Amendment.

 

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## (c)           Thetable set forth in Section 2.2 of the Credit Agreement is hereby amended byadding (i) to each quarterly installment from and including the secondquarterly installment to and including the twenty-forth quarterly installment,$169,565.22 and (ii) to each quarterly installment from and including thetwenty-fifth quarterly installment to and including the twenty-eighth quarterlyinstallment, $15,275,000.

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## (d)           TheParent Borrower covenants and agrees that the proceeds of the Incremental TermLoan shall be used by the Parent Borrower for the Acquisition and to pay thecosts and expenses related thereto.

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# SECTION 2.           Representations,Warranties and Covenants.  The ParentBorrower represents, warrants and covenants to the Administrative Agent and tothe Increasing Lenders that:

#  

## (a)           thisIncremental Facility Amendment has been duly authorized, executed and deliveredby it and constitutes a legal, valid and binding obligation of the Parent Borrower,enforceable against the Parent Borrower in accordance with its terms;

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## (b)           aftergiving effect to this Incremental Facility Amendment, the representations andwarranties set forth in Section 4 of the Credit Agreement and the otherLoan Documents will be true and correct with the same effect as if made on andas of the date hereof (unless expressly stated to relate to an earlier date, inwhich case such representations and warranties shall be true and correct as ofsuch earlier date), as supplemented bythe updated schedules attached hereto as Exhibit A with regard to thecorresponding schedules, representations and warranties in the Credit Agreement;and

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## (c)           asapplicable, (i) each of the conditions to requesting Incremental TermLoans set forth in clause (a) of Section 2.25 of the Credit Agreementthat does not require funding of the Incremental Term Loans is satisfied on thedate of entering into this Incremental Facility Amendment and (ii) eachand all of the conditions to requesting Incremental Term Loans set forth inclause (a) of Section 2.25 of the Credit Agreement will be satisfiedon the date of borrowing of the Incremental Term Loan.

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# SECTION 3.           Conditionsto Effectiveness.  This IncrementalAmendment shall become effective when:

#  

(a)           theAdministrative Agent shall have received counterparts of this Incremental FacilityAmendment that, when taken together, bear the signatures of the Parent Borrowerand the Increasing Lenders;

 

(b)           therepresentations and warranties set forth in Section 2 hereof are true andcorrect (as set forth on an officer’s certificate delivered to theAdministrative Agent and the Increasing Lenders); and

 

(c)           allfees and expenses required to be paid or reimbursed by the Parent Borrowerpursuant to the Credit Agreement, including all invoiced fees and expenses ofcounsel to the Administrative Agent and Increasing Lenders shall have been paidor reimbursed, on or prior to effectiveness applicable.

 

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# SECTION 4.           Roles.  Credit Suisse shall act in the capacity as SoleLead Arranger and Sole Bookrunner and Bank of America, N.A. shall act in thecapacity as Syndication Agent with respect to this Incremental FacilityAmendment, but in such capacity shall not have any obligations, duties orresponsibilities, nor shall incur any liabilities, under this IncrementalFacility Amendment or any other Loan Document.

#  

# SECTION 5.           **Applicable Law.  THIS INCREMENTAL FACILITY AMENDMENT SHALL BECONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  SECTION 10.16 OF THE CREDIT AGREEMENTSHALL APPLY TO THIS INCREMENTAL FACILITY AMENDMENT.**

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# SECTION 6.           CreditAgreement; Loan Document.  Except asexpressly set forth herein, this Incremental Facility Amendment shall not byimplication or otherwise limit, impair, constitute a waiver of, or otherwiseaffect the rights and remedies of any party under, the Credit Agreement, noralter, modify, amend or in any way affect any of the terms, conditions,obligations, covenants or agreements contained in the Credit Agreement, all ofwhich are ratified and affirmed in all respects and shall continue in fullforce and effect.  For the avoidance ofdoubt, this Incremental Facility Amendment shall be deemed to be a “LoanDocument” within the meaning of the Credit Agreement.

#  

# SECTION 7.           Counterparts.  This Incremental Facility Amendment may beexecuted in two or more counterparts, each of which shall constitute anoriginal, but all of which when taken together shall constitute but oneagreement.  Delivery of an executedcounterpart of a signature page of this Incremental Facility Amendment byfacsimile transmission shall be as effective as delivery of a manually executedcounterpart of this Incremental Facility Amendment.

#  

[Signature Page Follows]

 

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IN WITNESSWHEREOF, the parties hereto have caused this Incremental Facility Amendment tobe duly executed by their authorized officers as of the date set forth above.

 
|   | U.S.  BORROWERS                     |
|--------|-------------------------------------|
|   |                                |
|   | NORCROSS  SAFETY PRODUCTS L.L.C.    |
|   |                                |   |
|   |                                |   |
|   | By:                                 |   /s/ David F. Myers, Jr. |   |
|   |                                | Name: |
|   |                                | Title: |   |
|   |                                |   |   |
|   |                                |   |   |
|   | NORTH SAFETY  PRODUCTS INC.         |   |
|   |                                |   |   |
|   |                                |   |   |
|   | By:                                 |   /s/  David F. Myers, Jr. |   |
|   |                                | Name: |   |
|   |                                | Title: |   |
|   |                                |   |   |
|   |                                |   |   |
|   | MORNING  PRIDE MANUFACTURING L.L.C. |
|   |                                |   |   |
|   |                                |   |   |
|   | By:                                 |   /s/  David F. Myers, Jr. |   |
|   |                                | Name: |   |
|   |                                | Title: |   |
|        |                                     |  |  |  |

 

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|   | INCREASING  LENDERS                                                             |                             |
|--------|---------------------------------------------------------------------------------|----------------------------------|
|   |                                                                            |                             |   |
|   |                                                                            |                             |   |
|   | CREDIT  SUISSE, acting through its Cayman  Islands Branch, as Increasing Lender |                             |
|   |                                                                            |                             |   |
|   |                                                                            |                             |   |
|   | By:                                                                             |   /s/ Bill O’Daly |   |
|   |                                                                            | Name: Bill O’Daly           |   |
|   |                                                                            | Title: Director                  |   |
|   |                                                                            |                             |   |
|   |                                                                            |                             |   |
|   | By:                                                                             |   /s/ Rianka Mohan     |   |
|   |                                                                            | Name: Rianka Mohan               |   |
|   |                                                                            | Title: Associate                 |   |

 

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|   | [OTHER INCREASING LENDERS]                             |                 |
|--------|--------------------------------------------------------|----------------------|
|   |                                                   |                 |   |
|   |                                                   |                 |   |
|   | By:                                                    |                 |   |
|   |                                                   | Name:                |   |
|   |                                                   | Title:               |   |
|   |                                                   |                 |   |
|   | [if  a second signature is required by the institution |                 |
|   |                                                   | named on this page:] |   |
|   |                                                   |                 |   |
|   |                                                   |                 |   |
|   | By:                                                    |                 |   |
|   |                                                   | Name:                |   |
|   |                                                   | Title:               |   |

 

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|   | CONSENTED TO:                             |
|--------|-------------------------------------------|
|   |                                      |
|   | CREDIT  SUISSE, acting through its Cayman |
|   | Islands  Branch, as Administrative Agent  |
|   |                                      |
|   |                                      |
| By:    |   /s/ Bill  O’Daly         |   |
|   | Name: Bill O’Daly                    |   |
|   | Title: Director                           |   |
|   |                                      |   |
|   |                                      |   |
| By:    |   /s/ Rianka  Mohan             |   |
|   | Name: Rianka Mohan                        |   |
|   | Title: Associate                          |   |

 

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**EXHIBIT A**

 

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